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NSCP Sub Advisor Questionnaire Part 1 and 2

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					XXX FUNDS XXX FUNDS NEW SUB-ADVISER DUE DILIGENCE QUESTIONNAIRE PART I: INVESTMENT MANAGEMENT The purpose of Part I of this Due Diligence Questionnaire is to provide the Board of Trustees of the various registered investment companies included in the XXX fund complex (the “XXX Funds”) with information concerning your firm and its investment management experience. In order for your firm to be approved as an investment sub-adviser to the XXX Funds, the Board of Trustees must consider a number of relevant considerations, including general information regarding your firm, investment management experience and performance, and various other matters. The Board’s approval will be based, in part, on your responses to this Due Diligence Questionnaire and the documents provided in response to the requests made below. Please return the completed and signed questionnaire with attachments to: XXXX XXX Investments Company Telephone: Fax: email:

With a copy to: Telephone: Fax: email: Telephone: Fax:

Firm Name: Date Prepared: Primary Contact: Telephone/Fax

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Please submit a copy of the following information along with the completed questionnaire: • Your firm’s most recent registration on Form ADV (Part I and Part II) should be provided to the representatives of the Adviser and Fund counsel listed above. Please do not crossreference your Form ADV in your response. If applicable, please provide a comprehensive summary in the questionnaire of the material in your Form ADV. Your Form ADV Part I and II will not be delivered to the Trustees. Evidence of your firm’s fidelity bond and professional liability insurance coverage. Comparative fee information.

• •

The XXX Funds will treat your responses as confidential, although we note that they are available to the U.S. Securities and Exchange Commission (“SEC”) staff during inspections and could be discoverable in litigation. Instructions • • Please review and respond to each of the following questions carefully. Terms used herein that are highlighted in bold are defined in Exhibit A. Please give complete answers to all questions. Failure to do so will result in considerable delay, as incomplete Due Diligence materials will not be forwarded for consideration by the Trustees. Responses that simply cross-reference your firm’s compliance manual, Form ADV or other documents will not be considered sufficient.

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REQUESTED INFORMATION Organizational Structure/Experience 1. Please provide the full name of your firm, its legal structure (corporation, partnership, etc.), the state (or place) of incorporation and its principal business address. Name: Address: Form: 2. Identify the year your firm was founded, the year it was registered as an investment adviser with the SEC, and the year(s) in which significant corporate changes were effected. Briefly describe any such changes in the space below. If your firm is a newly registered investment adviser, describe your experience in operating an SECregulated investment management business. Year Founded: Year Registration was Filed: Discussion of Corporate Changes: (INSERT BRIEF OVERVIEW OF FIRM HERE)

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3.

Please describe the ownership structure of your firm, including the identity of all direct and indirect owners. Please also provide a corporate organization chart. (If your firm is part of a public company, you need not provide a response to this Question. See Question 5.)

4.

State the names and principal address of any person who directly or indirectly controls your firm and describe the basis of such control of your firm and the general nature of such controlling person’s business. Name: Address: Basis of Control: Nature of Business:

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5.

If your firm is part of a public company, briefly describe its ownership structure (i.e., the parent company and intermediate subsidiaries) and identify all principal owners of the public company (e.g., 25% or greater shareholders). Please also provide a corporate organization chart.

6.

What is the percentage ownership level of the firm by current active employees? __X__%. If not named above, list major affiliates of the firm. If your firm has an affiliate that is an investment adviser or broker-dealer, or which serves as general partner or manager of a private investment fund, please describe the relationship between the firms.

7.

How many total employees does your firm have? ___. Indicate the number of investment, marketing/client service and operations personnel below. Investment Personnel: Marketing/Client Service: Operations: Other:

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8.

Please list the location of your firm’s primary offices and indicate the essential functions performed and the number of personnel employed at each.

9.

Is there any actual or pending change in control of your firm? Yes ___ No __. If yes, please describe the change and explain the potential impact on your firm’s personnel and operations. Have there been any developments at your firm during the last 12 months that had or soon will have a significant impact on the firm’s advisory or related businesses? Yes____ No __. If yes, please describe. Please state the names and titles of all executive officers, directors and/or partners of your firm. In addition, please provide a summary of each such person’s business over the past five years. If there has been a change in your firm’s executive officers, directors or partners during the past two years, please explain.

10.

11.

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12.

Please describe in detail any disciplinary matter identified in Item 11 of Part I of your Form ADV.

Investment Advisory Services 13. Please describe your experience with discretionary investment advisory (or subadvisory) services for clients, the scope of such services and types of accounts (i.e., investor type, not style) advised.

14.

Please summarize your firm’s investment philosophy and the investment strategy proposed to be used to manage the XXX Fund, including your research process, investment selection criteria, sell discipline, and any other relevant information.

15. Please describe your experience with managing pooled accounts (mutual funds, bank collective funds, hedge funds, etc.).

16.

Identify any U.S.-registered investment companies, or portfolios of such investment companies, for which your firm serves as investment adviser, sub-adviser or administrator. Identify the type (e.g., money market, equity or fixed income, domestic or international) and approximate size of each such fund or portfolio, specifically highlighting those that may pursue overlapping investment policies with the XXX Fund your firm is proposed to manage.

17.

Identify any private investment fund for which your firm or its affiliates serves as investment manager or otherwise has an interest. Please describe the nature of any such relationship, including the manner in which your firm or its affiliate is compensated and investment personnel involved in the management of such fund. Please describe the nature and amount of your firm’s total client base (i.e., across all products). Include the categories of assets/mandates (e.g., domestic/international, equity/fixed income, small/mid/large cap, etc.) that you manage and the current assets under management in each such category/mandate to the nearest million (U.S. $), as of the most recent quarter end.

18.

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19.

What is the asset category(ies)/mandate(s) for which your firm is being considered? If the asset category/mandate is not among those listed above, please explain. Please provide your firm’s total assets under management to the nearest million (U.S. $) for the past five (5) fiscal periods as set forth in the chart below:

20.

Mutual Funds Other Pooled Accounts Separate Accounts Discretionary Non-discretionary 21. Please list all accounts greater than $5 million lost in the past two (2) years and the reasons those accounts were lost. Reason Amount Terminated Date Terminated

22.

Please provide your firm’s year-by-year performance history over the past five (5) fiscal periods for the asset category/mandate for which your firm is being considered, including a comparison to the performance benchmark you most closely associate with such asset category/mandate. Describe the source of your performance history (e.g., composite of separately managed accounts) and the methodology used to calculate performance history. Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31, 2003 2004 2005 2006 2007 Please provide the approximate percentage of investment research that is generated internally versus external research (e.g., obtained from third parties).

23.

24.

Please identify the five (5) most significant products or services that your firm purchases, in whole or part, using soft dollars.

25.

The prospectuses or disclosure documents will include a description of the portfolio manager(s). Please provide the name/title and role of the person(s) primarily

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responsible for the day-to-day management and investment decisions made with respect to the proposed XXX Funds. Provide the length of time each such person has been primarily responsible and each such person's business experience during the past five (5) years. If decisions are made by committee and no person(s) has primary responsibility for making recommendations to the committee, provide the above information for the five (5) committee members with the most significant responsibility, and provide a brief description of their roles on the committee.

26.

Please describe the structure of, and the methods used to determine, the compensation for the above identified portfolio managers. Describe any material conflicts of interest that may arise in connection with a portfolio manager’s simultaneous management of the XXX Fund and other accounts and discuss how such conflicts are addressed.

27.

Are any of your firm’s employees “dual employees” with affiliated firms? Yes____ No __. If yes, please list all dual employees and describe their role and responsibilities with each firm. To what extent does your firm anticipate that the needs of the XXX Funds for services may be different from those of your firm’s other accounts?

28.

Audits/Insurance 29. Has your firm conducted an internal audit of any of its operations during the past year? Yes ____ No__ . Has your firm been audited by any outside service provider (e.g., independent public accountants, consulting firms, etc.)? Yes ___ No____. If “Yes” to either of the foregoing questions, were any deficiencies detected with respect to your firm’s management of mutual funds or separate accounts?

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30.

Describe your firm’s insurance and fidelity bond coverage as it relates to the activities to be provided to the XXX Funds. Type(s) of Coverage: Amount of Coverage: Type Insurer(s) Coverage Limits

Affiliated Relationships 31. State the name of any affiliated person of the XXX Funds who is also an affiliated person of your firm, and list all capacities in which such person named is affiliated with the XXX Funds and your firm. (Lists of the advisers and sub-advisers of the XXX Funds, and of the Directors and Officers of XXX Investments Management Company (“SIMC”), XXX Investments Distribution Co. (the “Distributor”) and XXX Investments Global Funds Services (the “Administrator”) are set forth in Appendix B through Appendix D.)

32.

Is there any affiliated person of the XXX Funds who, either alone or together with others, is a controlling person of your firm? Yes ___ No __. If yes, state the name of such person and the basis of such control. Is there any material relationship between your firm (or any of its affiliates) and XXX Investments Company (“XXX”), the Distributor, SIMC or the Administrator? Yes___ No __. If yes, describe the nature of such relationship. To your knowledge, is there any officer or trustee of the XXX Funds who owns any securities of, or who has any other material direct or indirect interest in, your firm or any person controlling, controlled by or under common control with your firm? (A list of the trustees and officers of the XXX Funds is set forth in Appendix B.) Yes___ No __. If yes, state the type and amount of securities owned and/or the nature of such interest.

33.

34.

35.

If any person has purchased or sold any securities of your firm or any of its parents in an amount exceeding 1% of the outstanding securities of any class of securities of your firm or any parent since December 31, 2003 and/or if any such person is a party to any contract for the purchase or sale of any such securities in excess of such amount, then describe the transaction, identify the parties, state the consideration and terms of payment and describe any arrangement or understanding with respect to the composition of the board of trustees of the XXX Funds or the board of directors of your firm, or with respect to the selection or appointment of any person to any office with any of the forenamed entities.

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36.

To your knowledge, is any trustee or officer of the XXX Funds (A list of the trustees and officers of the XXX Funds is set forth in Appendix B.): (a) (b) (c) Describe any material payments by XXX, SIMC, the Distributor or the Administrator to your firm or its affiliates since December 31, 2003, and describe the reason for such payments.

Other Information 38. Describe any other services of a material nature which your firm will provide to the XXX Funds.

39.

Provide any facts or information not requested above which might assist SIMC and the Trustees of the XXX Funds in evaluating your firm.

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Certification By my signature below, I certify that the responses to the Questions in Part I of this Due Diligence Questionnaire, as well as the disclosures in my firm’s Form ADV, are true, complete and correct as of the date below. I further certify that the evidence of insurance and any other document provided by my firm in response to this Questionnaire is genuine and complete as of the date below. Finally, I agree to report promptly in writing to the XXX Compliance Department any change to the foregoing. Dated: By: Name: ______________________

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XXX FUNDS NEW SUB-ADVISER DUE DILIGENCE QUESTIONNAIRE PART II: COMPLIANCE PROGRAM The purpose of Part II of this Due Diligence Questionnaire is to provide the XXX Funds Chief Compliance Officer (“Fund CCO”) information concerning your firm’s compliance program. In order for your firm to be approved as a sub-adviser to the XXX Funds, the Board of Trustees must make a finding that your compliance program is reasonably designed to prevent violation of federal securities laws. 1 The Board’s finding will be based in part on your responses to this Questionnaire, which will allow the Fund CCO to determine whether your compliance program meets the requirements of Rule 38a-1 under the Investment Company Act of 1940. IMPORTANT: Please include with your completed questionnaire a copy of your firm’s compliance policies and procedures (i.e., your compliance manual). Your firm’s detailed compliance policies and procedures will be assessed by the Fund CCO and the XXX Funds’ legal counsel, who will report to the Board on their adequacy. Words used herein in bold are defined in Appendix A. Inventory of Compliance Procedures – RESPONSE REQUIRED Set forth on Schedule 1 attached hereto is a list of topics for which we believe an investment subadviser to a mutual fund should have compliance policies and procedures (although not all policies will be applicable to a particular sub-adviser). Indicate (by stating either “Yes” or “No” on Schedule 1) whether your firm has adopted a compliance procedure addressing each of the items addressed in Schedule 1. If your firm has not adopted compliance procedures addressing certain of the topics identified on Schedule 1, please describe (by notation on Schedule 1) why you believe such compliance procedures are not necessary. Note: Schedule 1 includes only those adviser compliance procedures which we believe to be required as part of the XXX Funds’ compliance programs under Rule 38a-1 of the Investment Company Act of 1940 (i.e., the fund compliance rule). Your firm’s obligation to comply with Rule 206(4)-7 under the Investment Advisers Act of 1940 (i.e., the adviser compliance rule) will likely require you to adopt and maintain additional compliance procedures relating to your non-Fund advisory business (e.g., separate account management).

1

The term “federal securities laws” is defined in Rule 38a-1(e)(i) of the Investment Company Act of 1940 (the “1940 Act”) to include the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to funds, and any rules adopted thereunder by the SEC or the Department of the Treasury.

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Firm Name: Spectrum Asset Management, Inc.

Chief Compliance Officer; Compliance Group 1. Identify your firm’s Chief Compliance Officer (“CCO”) and describe his or her experience and qualifications, including understanding of applicable laws and regulations and seniority within the organization. If the CCO does not devote 100% of his or her time to compliance matters, please indicate what percentage of his or her time is devoted to compliance matters and please describe his or her other responsibilities within the firm. (i) To whom does the CCO report? Provide a copy of your firm’s organizational chart. . *see attached organizational chart Identify other employees of your firm that devote a significant amount of time to compliance matters, their roles and responsibilities, and the percentage of each person’s time devoted to compliance matters Describe how your firm’s personnel have been, and will continue to be, educated on your firm’s compliance policies and procedures

(ii)

(iii)

(iv)

Describe your firm’s process for determining when policies and procedures should be updated and how updates are affected.

2.

Provide your CCO’s contact information: telephone and fax numbers and e-mail and mailing addresses.

Compliance Program Implementation & Analysis; Compliance Issues 3. What are the material conflicts of interest that you have identified in your business? Please describe how your compliance program is designed to identify, monitor and address those conflicts of interest

4. What are the principal areas of compliance risk that you have identified in your business? Please describe how your compliance program is designed to identify, monitor and address those principal risks.

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5. Provide a summary of the supervisory procedures in place at your firm used to monitor for compliance with the various policies and procedures that comprise your compliance program. 6. Please describe the process for evaluating the effectiveness of your compliance program. Provide a copy of any materials relating to your firm’s annual review (as required by Rule 206(4)-7(b)) of the adequacy of the policies and procedures established and the effectiveness of their implementation. Please discuss the actions taken to address any issues identified in your Rule 206(4)-7 annual report.

7. What is your process for identifying compliance procedures that must be developed or enhanced and for providing notice to the CCO and the Funds’ CCO? 8. Has your firm engaged any third party to assist in the development, implementation or assessment of your firm’s compliance program? Yes____ No___. If so, identify the firm and the nature of the engagement. If not, do you plan to engage a third party in the future? Yes__ No__. If yes, please describe the nature of the anticipated engagement.

Identify all material compliance matters that occurred at your firm in the past two (2) years, providing information on how the violations were detected and corrected 2 and what additional controls, if any, were implemented to prevent recurrences of the violation Regulatory Matters Provide a discussion of any relevant regulatory agency staff examination or enforcement action regarding your firm or its affiliates during the past five years. Your response should include a discussion of the results, including recommendations, of any such examinations to the extent such information may be disclosed 3 and must include any deficiency letter issued and any response letter thereto, and all subsequent Has any self-regulatory organization or the U.S. Securities and Exchange Commission or any other federal, state or foreign regulatory agency found your firm or its affiliates
2

In discussing the “correction” of compliance matters, please describe any reimbursement to clients, employee sanctions, etc., as compared to the implementation of new policies and procedures designed to prevent future recurrences, which should be addressed in the part of the response addressing additional controls that were implemented. If such information exists, but your firm believes it cannot be disclosed, please so state.

3

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to have been involved in a violation of its regulations or statutes? Yes ___ No ___. If yes, please describe on a separate page. If your firm or any of its affiliates is currently operating under any restriction imposed by a governmental or regulatory authority, please describe such restriction. 9. If your firm or any of its affiliates has received any exemptive order or no-action letter from the U.S. Securities and Exchange Commission, please provide a copy of such order or letter. Litigation and Disputes 10. Describe any material litigation or administrative action involving your firm, its affiliates or any employee within the past five (5) years. State whether any such matter could require, or requires, your firm to make a disclosure to, or seek any approval from, clients or regulators pertaining to regulatory, compliance or disciplinary matters. State whether you believe any such matter could in any way restrict your firm’s right or ability to act as an investment sub-adviser for the XXX Funds. Is your firm the subject of any pending or threatened litigation? Yes ___ No __. If yes, please describe the litigation and address whether such litigation could be reasonably expected to have a material adverse impact on your firm’s business or ethical reputation and/or its right or ability to act as an investment sub-adviser for the XXX Funds.

11.

12. Discuss any client complaints your firm received during the past year, if any, including a summary of the nature of the complaint and its resolution. Portfolio Management Compliance Provide a summary of your firm’s policies and procedures to comply with the various investment limitations on the proposed XXX Fund’s portfolio and/or portfolio investments as imposed by (i) the Fund’s prospectus and statement of additional information; (ii) your firm’s internal policies and procedures; and (iii) applicable provisions of the Federal securities laws 4 (including the Investment Company Act of 1940). In your response, identify any automated compliance system(s) used by your firm to conduct pre-trade and/or post-trade compliance testing, and briefly describe what functions the system performs. Provide a summary of your firm’s policies and procedures regarding adherence to the proposed XXX Fund’s stated investment strategy (i.e., “style drift”) and to monitor for

4

See Footnote 1.

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any manipulative trading practices, such as “window dressing” or “portfolio pumping.” 13. To the extent not included in your response to Question 9, discuss any deviation from, exception to or violation of the policies and procedures summarized in response to Questions 17 and 18 during the past two (2) years. Provide information on how the violations were detected and corrected 5 and what additional controls, if any, were implemented to prevent recurrences of the violation. Code of Ethics Provide a summary of your firm’s policies and procedures (including your firm’s Code of Ethics) regarding the personal trading activities of the sub-adviser’s employees (including your definition of access persons), including policies and procedures designed to prevent insider trading and other abusive trading practices. (i) Describe how your firm’s Code of Ethics meets the reporting, transaction review, pre-clearance and recordkeeping provisions of Rule 17j-1 of the 1940 Act, as amended. *see above.

(ii) Provide a copy of your firm’s currently effective Code of Ethics adopted pursuant to Rule 17j-1, as amended, indicating the date of the Code’s last revision. (iii) Please also attach an executed copy of the certification required by Rule 17j1

Summarize in particular your firm’s policies and procedures regarding (i) personal trading in securities held (or being considered for purchase) for a mutual fund and/or other accounts managed by the sub-adviser and (ii) personal trading in shares of mutual funds advised or sub-advised by your firm. 14. To the extent not included in your response to Question 9, discuss any violations of the policies and procedures described in response to Questions 20 and 21 (including your Code) during the past two (2) years. Provide information on how the violations were detected and corrected 6 and what additional controls, if any, were implemented to prevent recurrences of the violation.
5

See Footnote 2. See Footnote 2. Note that all sanctions imposed in response to violations of the Code of Ethics must be reported to the Board of Trustees at its next regular Meeting and should be communicated to the Fund’s Chief Compliance Officer immediately.

6

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Portfolio Trading Compliance 23. Provide a summary of your firm’s policy and procedures for selecting broker-dealers and allocating brokerage among broker-dealers. Include a discussion of your firm’s considerations in determining the commission rate(s) at which brokerage transactions are executed, and the extent to which commission rates may vary. 24. Provide a summary of your firm’s policy and procedures designed to achieve “best execution” of portfolio transactions.

25. Provide a summary of your firm’s policy and procedures for evaluating brokerage execution quality, including the frequency of such evaluations and any independent source(s) used to assist in such evaluations. Please include the summary findings from independent sources used to assist in evaluating brokerage execution quality, if applicable. Provide a summary of your firm’s policy and procedures regarding portfolio transactions in reliance on the “safe harbor” for soft dollars transactions provided by Section 28(e) of the Securities Exchange Act of 1934. 26. Identify any matters regarding your firm’s brokerage arrangements, other than soft dollars arrangements, that give rise to potential conflicts of interest (including but not limited to any instances of “quid pro quo” in allocating brokerage in return for access to investment opportunities, participation in wrap programs or client referrals). Describe any procedures designed to address any such potential conflicts; including your firm’s procedures designed to comply with Rule 12b-1(h) under the Investment Company Act of 1940. 27. Provide a summary of your firm’s policies and procedures regarding aggregated or “block” trades and the allocation of securities purchased for multiple clients. In particular, describe how partially filled brokerage orders are equitably allocated among your clients. 28. Provide a summary of your firm’s policies and procedures which seek to ensure that investment opportunities of a limited nature (including, but not limited to, participation in IPOs) are equitably allocated among your clients. Provide a summary of your firm’s policies and procedures regarding the correction of trade errors. 29. Please confirm that your firm’s brokerage practices are consistent with the disclosures in your Form ADV.

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30. To the extent not included in your response to Question 9, discuss any deviation from, exception to or violation of the policies and procedures summarized in response to Questions 23 through 30 during the past two (2) years. Provide information on how the violations were detected and corrected 7 and what additional controls, if any, were implemented to prevent recurrences of the violation. Miscellaneous Compliance Matters Provide a summary of your firm’s policy and procedures regarding (i) the accurate creation of required investment adviser/sub-adviser and mutual fund records; and (ii) the maintenance of such records in a manner that secures them from unauthorized alteration or use and protects them from untimely destruction. 31. Provide an overview of your firm’s business continuity plan. Discuss any testing performed on the business continuity plan during the past two (2) years, and any changes made to the plan as a result of such testing 32. Provide a summary of your firm’s policies and procedures regarding disclosure of non-public portfolio holdings information.

7

See Footnote 2.

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Certification By my signature below, I certify that the responses provided herein (i) are true, complete and correct in all material respects as of the date hereof; and (ii) represent all such information as may reasonably be necessary for the Board and the Funds’ Chief Compliance Officer to evaluate the adequacy of our firm’s compliance program as required by Rule 38a-1. I further agree to report promptly in writing to the XXX Compliance Department any change to the foregoing. Dated: By: Name: Title:

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APPENDIX A 1. “Affiliate”

A company or other entity is an affiliate of a person if (i) you directly or indirectly own, control or hold with the power to vote 5% or more of the voting securities of such company or entity, (ii) you control, are controlled by, or are under common control with such company or entity, or (iii) you are an officer, director, partner, co-partner, or employee of such company or entity. 2. “Control”

Control means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another person, whether by stock ownership, contract or otherwise. Any person who owns beneficially, either directly or through one or more controlled companies, more than 25% of the voting securities of a company is presumed to control such company. 3. “Direct or Indirect” Interest

Certain questions solicit requests for information with respect to transactions in which you have a material “direct or indirect” interest. A person who has a position or relationship with a firm, corporation or other entity may have an indirect interest by reason of such position or relationship. Under the rules of the Securities and Exchange Commission, such an interest is not material where: (a) the interest arises only (i) from your position as a director of another corporation or organization (other than a partnership) which is a party to the transaction or (ii) from the direct or indirect ownership by you and any member of your immediate family, in the aggregate, of less than a 10 percent equity interest in another person (other than a partnership) which is a party to the transaction, or (iii) from both such position and ownership; (b) the interest arises only from your position or the position of any member of your immediate family as a limited partner in a partnership of which you and your immediate family together have an interest of less than 10 percent; or (c) the interest arises solely from the holding of an equity interest (including a limited partnership interest but excluding a general partnership interest) or a creditor interest in another person which is a party to the transaction with any XXX Fund and the transaction is not material to the other person. 4. “Executive Officer”

The term “executive officer” means the president, secretary, controller, treasurer, any vice president in charge of a principal business function (such as sales, administration or finance) and any other person who performs similar policy-making functions.
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“Family Relationship”

Relationship by blood, marriage, or adoption, not more remote than first cousin. 6. “Immediate Family”

The term “immediate family” means your spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and includes step and adoptive relationships. 7. “Material”

The term “material,” when used to qualify a requirement for the furnishing of information to any subject, limits the information required to those matters as to which an average prudent member of the board of directors/trustees of a mutual fund should reasonably be informed in order to satisfy its fiduciary duty to oversee the operations (including the activities of an investment subadviser) of the mutual fund. If you are in doubt as to whether an occurrence or a transaction of yours is or is not material, please report it and the Trust(s)’ Chief Compliance Officer will give consideration to its materiality. 8. “Material Compliance Matter”

The term “material compliance matter” means any compliance matter about which the XXX Funds’ board of directors would reasonably need to know to oversee fund compliance, and that involves, without limitation: (i) violations of the Federal Securities Laws by the fund, its investment adviser (or sub-adviser), principal underwriter, administrator or transfer agent (or officers, directors, employees or agents thereof), (ii) violations of any policy and procedures of the fund, its investment adviser (or sub-adviser), principal underwriter, administrator or transfer agent, or (iii) any weakness in the design or implementation of the policies and procedures of the fund, its investment adviser (or sub-adviser), principal underwriter, administrator or transfer agent. 9. “Person”

The term “person” includes artificial entities such as corporations, partnerships, trusts and unincorporated associations, as well as natural persons.

A-2
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APPENDIX B TRUSTEES AND OFFICERS OF THE XXX FUNDS Trustees

TRUSTEES LISTED HERE

B-1
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APPENDIX C Alphabetical Listing of INVESTMENT ADVISERS AND SUB-ADVISERS (each an “Adviser” and, together, the “Advisers”) (Current as of MM/DD, 200X)

C-1
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APPENDIX D OFFICERS AND DIRECTORS OF THE DISTRIBUTOR, ADMINISTRATOR AND SIMC

Distribution services for the XXX Funds are provided by XXX Investments Distribution Co. XXX Investments Distribution Co. Administrative services for the XXX Funds are provided by XXX Investments Global Funds Services. XXX Investments Global Funds Services XXX Investments Management Corporation

D-1
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SCHEDULE 1 LIST OF REQUIRED ADVISER COMPLIANCE PROCEDURES Note: The mutual fund and adviser compliance rules call for the development of procedures. As expressed by the SEC, a “procedure” must comprise more than a mere policy or declaration (e.g. “insider trading is prohibited by our firm”). A procedure should therefore be viewed as the affirmative steps that are taken in order to govern particular activities or prevent particular misconduct (e.g. “Our firm has implemented the following procedure to prevent, detect and correct instances of insider trading. First, all employees must obtain pre-clearance from the CCO prior to trading …, etc.). 1. Procedures Governing Structure of Compliance Program. 1.1 1.2 Written inventory of Compliance Procedures. – . Written description of roles, responsibilities and reporting lines for Chief Compliance Officer (“CCO”) and other compliance staff. Written procedures describing process for making changes to Compliance Procedures. Written procedures requiring periodic review and evaluation of Compliance Procedures.

1.3

1.4

2.

General Procedures. 2.1 Code of Ethics. -

Note: An adviser’s code of ethics adopted pursuant to Investment Company Act Rule 17j-1 will not generally contain procedures addressing all of the following matters; and your firm is not expected to introduce procedures into that code of ethics if appropriate procedures are otherwise maintained. (a) (b) Personal trading procedures, including trading in fund shares. Insider trading procedures, including procedures with respect to nonpublic information. Ethical wall (i.e., screening) procedures. 8 Maintenance of restricted lists. Procedures governing outside employment/directorships and other business activities.

(c) (d) (e)
8

Sometimes referred to as a “Chinese” wall. Schedule 1 - (i)

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2.2 2.3 2.4 2.5

Business continuity/disaster recovery plans. Identification of conflicts of interest. Identification of, and maintenance of list of, affiliated persons. Procedures implementing recordkeeping requirements. (a) Maintenance of records required under Investment Advisers Act of 1940 and Investment Company Act of 1940. Maintenance of confidentiality of client information. E-mail monitoring and retention.

(b) (c) 3.

Procedures Governing Portfolio Management. 3.1 3.2 3.3 3.4 3.5 Supervision of advisory personnel and review of accounts. Compliance with guidelines and investment restrictions. Proprietary account policies. Consistency with investment style. Portfolio pumping.

3.6 3.7 3.8

Window dressing. Rule 2a-7 implementation and compliance (if applicable). . Prevention of dumping/cherry picking (implementation of Investment Company Act Rule 17a-7 and Rule 10f-3 requirements). Identification and monitoring of illiquid securities. Identification and monitoring of holdings of “securities related issuers” (implementation of limitations imposed by Investment Company Act Rule 12d3-1). Asset segregation policies to offset leveraged transactions (Section 18(f) requirements). 9

3.9 3.10

3.11
9

Section 18 of the 1940 Act includes broad prohibitions on a mutual fund’s ability to issue “senior securities.” The SEC and its staff take the position that certain investment techniques, including short sales and a variety of transactions involving derivatives, raise senior security issues under Section 18 because of

Schedule 1 - (ii)
1-PH/2476932.1

3.12 3.13

Portfolio holdings disclosure (a.k.a. ‘selective disclosure’). Implementation of XXX Funds’ Fair Valuation Procedures (e.g., monitoring for significant events occurring after pricing of securities, determination of appropriate price to recommend to fair value committee, etc.). Counterparty monitoring (e.g., monitoring the creditworthiness of repurchase agreement, swap and other counterparties).

3.14

4.

Procedures Governing Trading Activities. 4.1 Brokerage practices. (a) (b) (c) (d) (e) 4.2 Use of affiliated brokers. Best execution. Directed brokerage. Soft dollars. Step out trades.

Trade allocation. (a) Allocations of investment opportunities among clients, generally. (i) (ii) (iii) (b) (c) Individuals/separate accounts. Hedge funds. Registered investment companies.

Allocation of IPOs. Bunched trade policies.

4.3

Trade error correction.

the potential for leverage involved in such investment techniques. Accordingly, the SEC takes the position that in order to alleviate the senior securities issues involved in short selling and similar investment techniques a mutual fund must “cover” a “leveraged transaction.” A mutual fund may cover a leveraged transaction by earmarking or segregating cash or liquid securities equal to the value of the leveraged transaction, or otherwise cover the transaction through entering into an economically offsetting investment. This coverage requirement is designed to, in effect, de-leverage the transaction. The amount of asset coverage must then be marked to market daily as necessary to account for any increase or decrease in the value of the leveraged transaction.

Schedule 1 - (iii)
1-PH/2476932.1

5.

Procedures regarding 13F and 13G reporting.

Schedule 1 - (iv)
1-PH/2476932.1

SCHEDULE 2 CERTIFICATION PURSUANT TO RULE 17j-1 The undersigned, XXXXXXXX, in his/her capacity as Chief Compliance Officer of XXXX Firm (the “Sub-Adviser”), hereby certifies the following: 1. The Sub-Adviser has adopted a Code of Ethics (the “Code”) pursuant to, and in compliance with, Rule 17j-1 under the Investment Company Act of 1940; 2. The Sub-Adviser has adopted procedures reasonably necessary to prevent its access persons from violating its Code; 3. The Sub-Adviser’s Code of Ethics contains provisions reasonably necessary to prevent access persons from violating Rule 17j-1(b); 4. In accordance with Rule 17j-1, the Sub-Adviser has submitted its Code to the XXX Funds Board of Trustees for approval; Witness my hand this ___ day of __________, 200X.

Signature

Printed Name

Title

Schedule 2 - (i)
1-PH/2476932.1


				
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